ENGEX INC
8-K, 1998-01-12
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    ---------

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) January 8, 1998
                                                         ---------------


                                   ENGEX, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                       811-01639             13-2620543
         --------                       ---------             ----------

State or other jurisdiction of         (Commission           (IRS Employer
incorporation or organization           File No.)         Identification No.)


44 Wall Street, New York, NY                                         10005
- --------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

                                 (212) 495-4200
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                    No Change
- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


<PAGE>

Item 4.  Changes in Registrant's Certifying Accountant

         Pursuant to a recommendation of Engex,  Inc.'s (the Company's) Board of
Directors,  Grant Thornton LLP was engaged as the Company's independent auditors
for the year ending September 30, 1998 to replace the firm of David Berdon & Co.
LLP, who were  dismissed as auditors of the Company  effective  January 8, 1998.
The appointment of Grant Thornton LLP as the Company's  independent  accountants
for 1998 was effective upon the dismissal of David Berdon & Co. LLP,  subject to
the  approval of the  Company's  shareholders  which was  obtained on January 6,
1998.

         The  reports  of David  Berdon  & Co.  LLP on the  Company's  financial
statements  for the past two years  did not  contain  an  adverse  opinion  or a
disclaimer  of opinion and were not  qualified  or  modified as to  uncertainty,
audit scope, or accounting principles.

         In connection with the audits of the Company's financial statements for
each of the two years ended  September 30, 1997, and in the  subsequent  interim
period,  there were no disagreements  with David Berdon & Co. LLP on any matters
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing  scope and procedures  which,  if not resolved to the  satisfaction  of
David  Berdon & Co.  LLP,  would  have  caused  David  Berdon & Co.  LLP to make
reference to the matter in its report.

         During the Company's two most recently  completed years and through the
present date,  there have been no  reportable  events (as defined in item 304 of
Regulation  S-K) with David Berdon & Co. LLP and during such periods the Company
has  not  consulted  with  Grant  Thornton  LLP  regarding  the  application  of
accounting principles to a specified transaction,  either completed or proposed,
or the type of audit opinion that might be rendered on the  Company's  financial
statements.

Item 7.  Financial Statements  and  Exhibits

         (c)      Exhibits.

                  16.1     Letter  from  David  Berdon  & Co.  LLP re change in 
                           certifying accountant.


                                       -2-


<PAGE>

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

         Dated:  January 8, 1998


                                                     ENGEX, INC.



                                                     By /s/BRIAN WASSERMAN
                                                       -------------------
                                                          Brian Wasserman
                                                          Treasurer


                                       -3-




January 8, 1998



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

                                   Engex, Inc.

We have read Item 4 of Engex,  Inc.'s Form 8-K dated  January 8, 1998 and are in
agreement with the statements contained therein.

Yours very truly,

DAVID BERDON & CO. LLP

David Berdon & Co. LLP


                                       -4-



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